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Home My WebLink AboutContract 62954CSC No. 62955 FORT WORTH CITY OF FORT WORTH COOPERATIVE PURCHASE AGREEMENT This Cooperative Purchase Agreement ("Agreement") is entered into by and between Mythics, LLC ("Vendor") and the City of Fort Worth, ("City"), a Texas home rule municipality. The Cooperative Purchase Agreement includes the following documents which shall be construed in the order of precedence in which they are listed: 1. This Cooperative Purchase Agreement; 2. Exhibit A — Vendor's Price Quotation; 3. Exhibit B — Cooperative Agency Contract (OMNIA Contract 180233-02); 4. Exhibit C — Conflict of Interest Questionnaire; and 5. Exhibit D — Verification of Signature Authority. The Exhibits referenced above, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. Vendor agrees to provide City with the services and goods included in Exhibit A pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all exhibits thereto. If any provisions of the attached documents, conflict with the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of City, the terms in this Agreement shall control. City shall pay Vendor in accordance with the fee schedule in Exhibit A and in accordance with the provisions of this Agreement. The annual payment made under this Agreement for each year by City shall not exceed One Hundred Sixty -Seven Thousand Nine Hundred Ninety -Five Dollars and Eighty Cents ($167,995.80). The total compensation under this Agreement shall not exceed Five Hundred Three Thousand Nine Hundred Eighty -Seven Dollars and Forty Cents ($503,987.40). Vendor shall not provide any additional items or services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. The term of this Agreement shall be for three years and shall commence upon the date signed by the Assistant City Manager below ("Effective Date") and expires three years therefrom ("Expiration Date") unless extended or terminated in accordance with this Agreement ("Term"). City shall be able to renew this agreement for an unlimited number of one-year renewal options by written agreement of the parties. Vendor agrees that City shall, until the expiration of three (3) years after final payment under this Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that Cooperative Purchase Agreement City of Fort Worth & Mythics, LLC OFFICIAL RECORD CITY SECRETARY Page 1 of 10 FT. WORTH, TX City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To CITY: City of Fort Worth Attn: Jesica McEachem, Assistant City Manager 100 Fort Worth Trail Fort Worth, TX 76102 Facsimile: (817) 392-8654 With copy to Fort Worth City Attorney's Office at same address Cooperative Purchase Agreement City of Fort Worth & Mythics, LLC To VENDOR: Mythics, LLC 4525 Main Street Suite 1500 Virginia Beach, VA 23462 Facsimile: (757) 412-1060 (signature page follows) Page 2 of 10 The undersigned represents and warrants that he or she has the power and authority to execute this Agreement and bind the respective Vendor. CITY OF FORT WORTH: C�� By: Name: Jesica McEachern Title: Assistant City Manager Date: 03/12/2025 APPROVAL RECOMMENDED: clhnlftovhe�- tf (el - By: Christopher Harckr (Mars, 202513:59 CST) Name: Christopher Harder Title: Water Director 4444pn ATTEST: cF FORtq�° 00 a �yadd 00 0 �o Pv8 ozo � �ime> PaB�rEXAS44<i J �nUd644 By: Name: Jannette Goodall Title: City Secretary VENDOR: Mythics, LLC By: Name: Deonte J. Watters, CCMAP Title: Vice President of Business Operations Date: 02/27/2025 Cooperative Purchase Agreement City of Fort Worth & Mythics, LLC CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: U) a� y Name: William R. Bailey Title: IT Solutions Manager, Water Department APPROVED AS TO FORM AND LEGALITY: iq�zurm�/ By: Name: Hye Won Kim Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: 25-0110 Date Approved: 02/11/2025 Form 1295 Certification No.: 2024-1201661 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Page 3 of 10 EXHIBIT A PRICE QUOTATION MYTHICS, LLC Vendor's Price Quotation or Scope of Services — Exhibit A City of Fort Worth & Mythics, LLC Page 4 of 10 MYTHICST" r 1 Sell Service or7n1-tee I Partner oR/ cL� I Partner Anita Fowler Phone: 757.416.6539 Fax: 757.412.1060 Email: afowler@mythics,com Mythics LLC 4525 Main Street Suite 1500 Virginia Beach, VA 23462 Item I Oracle Nbr Product Description 1 Java SE Universal Subscription 2 Java SE Universal Subscription 3 Java SE Universal Subscription EXHIBIT A Company Name: The Water Department of the City of Fort Worth Contact: Tim Shidal Email: timothy.shidal0fortworthtexas.00v Phone: (817) 392- 8527 Project: Oracle Java SE Universal LICENSE AND SUPPORT Period of Performance I CSI I Part # I Term I License Metric Year 1 TBD TBD B96360 Year 2 TBD TBD B96360 Year 3 TBD TBD B96360 1 Year I Employee ORACLE'" Quote: 170750 Quote prepared on: August 1, 2024 Valid thru: August 27, 2024 Quantity I Discounted Monthly Unit Price 938 $ 14.925 I $ 1 Year Employee 938 $ 14.925 $ 1 Year Employee 938 $ 14.925 $ 3 YEAR GRAND TOTAL I $ Total Price 167,995.80 167,995.80 167,995.80 503,987.40 Additional Information: This quotation is an estimate and is an invitation for you to offer to purchase products and services from Mythics. Your order is subject to Mythics' acceptance and to software licensing terms and conditions per reference to an existing license/contract or a newly executed license accompanying your order. Support services are provided under Oracle's then current technical support policies located at: http://www.oracle.com/support/policies.htmi You agree that Mythics has the right to cancel your support due to non-payment. Media is available for download at no additional cost at http://edelivery.oracle.com/ By confirming, referencing or placing an order based on this quote, you are agreeing that the software products being purchased are for electronic delivery only and there is no transfer of tangible property. In reliance on your order, Mythics will issue a non -cancellable order with its supplier for software or hardware products ordered. Therefore all orders are non -cancellable. Oracle's License Definitions and Rules (LDRs) are available at https://www.oracle.com/corporate/contracts. Please note the LDRs that apply to an order subject to this quote will be those LDRs in effect at the time Contractor accepts Your order. Definitions and Rules. This order incorporates by reference the terms of the Oracle License Definitions and Rules Booklet v031524 which may be viewed at http://www.oracle.com/contracts. To fully understand Your license grant, You need to review the definitions for the licensing metric and term designation as well as the licensing rules. Terms and Conditions: Please include the followinq statements in your order: 1. This order is placed pursuant to the terms and conditions of OMNIA Contract #180233-002 (US Communities) 2. Payment terms are: Net 30; Technical Support/Updates Rights are Quarterly in Arrears 3. Reference Mythics Estimate Number: 170750 4. Email order to: AFOWLER@MYTHICS.COM 5. Native Image Feature: (1) Definitions: "Native Image Feature" refers to the optional Native Image Feature and related technology that is identified as "Early Adopter" and provided to You by Oracle as a component of and for use with GraaIVM Enterprise Edition software available with the Programs (as further described in the Program Documentation). "Native Image" refers to executables built using the Native Image Feature. "Excluded License" means any license that requires as a condition of use, modification and/or distribution of software subject to the Excluded License, that such software or other software combined and/or distributed with such software be (a) disclosed or distributed in source code form under the terms of the Excluded License or otherwise; or (b) licensed for the purpose of making derivative works. (2) You may only use the Native Image Feature, including Native Images built with it, in accordance with the rights and restrictions in the Master Agreement, subject to the additional restrictions and limitations set forth in this order. Native Images created using Early Adopter technology include proprietary materials that prevent a Native Image from being placed under an Excluded License or other open source terms. You may not distribute such Native Images under an Excluded License or other open source terms nor take any other action that would have the effect of requiring such distribution. Without limiting the foregoing, You may not distribute any application or code that combines a Native Image, or any portion thereof, with any software that is subject to any version of the GNU General Public License (GPL) or any license with a similar reciprocal license obligation in a manner that would create a combined or derivative work (including but not limited to distribution to any third party contractor, affiliate or subsidiary, or any employee thereof that is not entitled to receive the Programs under this order). (3) The Native Image Feature is subject to ongoing development, testing, and modification. Oracle may significantly change the features and functionality of the Native Image Feature, and future releases may include changes that are incompatible with the current version. Oracle may also place limits on backports. You may be required to change Your application significantly to use future versions of the Native Image Feature. Any development or other work You undertake with the Native Image Feature is at Your sole risk. THE NATIVE IMAGE FEATURE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. This quote is subject to Management Final Approval. Page 5 Of 10 EXHIBIT B COOPERATIVE AGENCY CONTRACT LINKS Mythics, LLC OMNIA CONTRACT 180233-002 VENDOR RFP RESPONSE ORACLE PRODUCTS AND SERVICES 180233-RFP RESPONSE 06-26-2018 OVERVIEW Vendor is an Oracle systems integrator, consulting firm, managed services provider and elite member of the Oracle PartnerNetwork (OPN) representing Oracle product lines across Cloud, Software, Support, Engineered Systems, and Hardware. The purpose of the cooperative agency contract is to provide a purchasing agreement for the acquisition of Oracle products and services. httos://www.omniaoartners. comisunoli erslmvthics/public-sector/contract-documents#contract-257 CONTRACT TERMS AND CONDITIONS Initial Term: December 12, 2018 to November 30, 2023 Renewal Options Contract renewed through November 30, 2028 Cooperative Agency Contract — Exhibit B City of Fort Worth & Mythics, LLC Page 6 of 10 EXHIBIT C CONFLICT OF INTEREST QUESTIONNAIRE Conflict of Interest Questionnaire — Exhibit C City of Fort Worth & Mythics, LLC Page 7 of 10 EXHIBIT C CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICE USE ONLY This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who Date Received has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local governmental entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. J Name of vendor who has a business relationship with local governmental entity. Mythics, LLC J ❑ Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) J Name of local government officer about whom the information is being disclosed. N/A Name of Officer J Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer. Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income, other than investment income, from the vendor? Yes ® No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer or a family member of the officer AND the taxable income is not received from the local governmental entity? Yes ® No J Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership interest of one percent or more. J ❑Check this box if the vendor has given the local government officer or a family member of the officer one or more gifts as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1). J 00 T� Deonte J. Wafters, CCMAP, VP of Business Operations 08/15/2024 Signature of vendor doing business with the governmental entity Date page 8 of 10 Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021 EXHIBIT C CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity A complete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form. Local Government Code § 176.001(1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Local Government Code � 176.003(a)(2)(A) and (B): (a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if: (2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor; (B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more than $100 in the 12-month period preceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Code & 176.006(a) and (a-1) (a) Avendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: (1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or (3) has a family relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity; or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family member of the officer, described by Subsection (a); (B) that the vendor has given one or more gifts described by Subsection (a); or (C) of a family relationship with a local government officer. Page 9 of 10 Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021 EXHIBIT D VERIFICATION OF SIGNATURE AUTHORITY Mythics, LLC 4525 Main Street Suite 1500 Virginia Beach, VA 23462 Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind the Vendor and to execute any agreement, amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Company. The City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. The City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by the Vendor. Name: Deonte J. Watters Position: Vice President, Business Operations Signa5ire 2. Name: Position: Signature 3. Name: Position: Signature Name: ScottNeedleman Signature of President / CEO Other Title: Senior Vice President, Corporate Counsel Date: 02/27/2025 Verification of Signature Authority — Exhibit D City of Fort Worth & Mythics, LLC Page 10 of 10 City of Fort Worth, Texas Mayor and Council Communication DATE: 02/11/25 M&C FILE NUMBER: M&C 25-0110 LOG NAME: 600RACLE_SOFTWARE_AMEND SUBJECT (ALL) Authorize Execution of a Purchasing Agreement with Mythics, LLC Utilizing an OMNIA Partners Cooperative Purchasing Agreement for the Acquisition of Oracle Java Software Three -Year Licensing Subscription Services in an Annual Amount Up to $167,995.80 and a Total Contract Amount Up to $503,987.40 for the Water Department RECOMMENDATION: It is recommended that the City Council authorize the execution of a purchasing agreement with Mythics, LLC, utilizing an OMNIA Partners Cooperative Purchasing Agreement for the acquisition of Oracle Java three-year software licensing subscription services in an annual amount up to $167,955.80 and a total contract amount up to $503,987.40 for the Water Department. DISCUSSION: On September 17, 2024, City Council approved Mayor and Council Communication 24-0840 to authorize the execution of a purchasing agreement with Mythics, LLC, utilizing an OMNIA Partners Cooperative Purchasing Agreement in an amount up to $167,995.00 for the acquisition of Oracle Java software licensing subscription services for the Water Department for a one year software subscription. The total amount should have been $503,987.40 for a three-year software licensing subscription with an annual payment of $167,995.80. Staff is recommending an amendment to M&C 24-0840 to approve a three-year software subscription for Oracle Java software licensing. The Water Department utilizes Java based hardware and software applications across the entire service stack. Java is a programming language and development platform that is used to create various types of applications. Java is embedded in numerous software applications and hardware appliances. Oracle acquired the Java programming language from Sun Microsystems on January 27, 2010. Oracle licenses authorize individuals and instances to use Java based applications, regardless of how often the product is used. Maricopa County, Arizona (Maricopa) processed a Request for Proposals (RFP), RFP 180233-RFP, and received six proposals. Mythics was awarded OMNIA Partners Contract 180233-02 as an Oracle systems integrator, consulting firm, managed services provider representing Oracle product lines across Cloud, Software, Support, Engineered Systems, and Hardware. Maricopa's selected vendor meets the qualifications to provide Oracle Java software licenses to the Fort Worth Water Department. It is estimated that the Water Department will spend $167,955.00 annually. This figure is based upon the number of enabled Water Department network accounts. It should be noted that Water Department staff levels may fluctuate annually which may increase or decrease annual licensing costs in the future, the overall amount of the agreement could increase. Funding is budgeted in the General Operating & Maintenance category within the Water & Sewer Fund for the Water Department. COOPERATIVE PURCHASE - State law provides that a local government purchasing an item under a Cooperative Purchasing Agreement satisfies state laws requiring that the local government seek competitive bids for purchase of the item. Maricopa County, Arizona's RFP 180233- RFP was competitively bid to increase and simplify the purchasing power of local government entities. PRICE ANALYSIS - The Water Department has reviewed the pricing and determined it fair and reasonable. M/WBE OFFICE - A business equity goal is not assigned when purchasing from an approved purchasing cooperative or public entity. ADMINISTRATIVE CHANGE ORDER - An administrative change order or increase may be made by the City Manager in the amount up to maximum allowed under state law and the City Code and does not require specific City Council approval as long as sufficient funds have been appropriated. AGREEMENT TERMS - Upon City Council approval, the initial term of this Contract will commence upon the date the City's Cooperative Purchase Agreement is signed by the Assistant City Manager and expires one-year therefrom. RENEWAL OPTIONS - This Contract may be renewed for three additional one-year terms at the City's option, in accordance with the terms of the Omnia Cooperative Purchasing Agreement contract. This action does not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term. RFP 180233-RFP began on December 12, 2018. The initial five-year term was renewed for an additional three years, the contract will expire on November 30, 2028. This project is located in ALL COUNCIL DISTRICTS. FISCAL INFORMATION / CERTIFICATION: The Director of Finance certifies that upon approval of the recommendation, funds are available in the current operating budget, as previously appropriated, in the Water & Sewer Fund. Prior to an expenditure being incurred, the Water Department has the responsibility to validate the availability of funds. Submitted for Citv Manaaer's Office bv: William Johnson 5806 Oriainatina Business Unit Head: Chris Harder 5020 Additional Information Contact: Tim Shidal 8527 FORT WORTH. Routing and Transmittal Slip Water Department DOCUMENT TITLE: Cooperative Purchase Agreement with Mythics Oracle Java Software Three -Year Licensing Subscription Services. M&C: CPN: CSO: TBD DOC #: TO: Initials Rob Bailey — Signer Rick Lisenbee — Approver I� Anita Fowler I Open -Source Sales Representative: jtichard Limnbec afowler@mythics.com Shane Zondor — Approver Zondor Jan Hale — Approver I avid ow Christopher Harder — Signer H Hye Won Kim — Signer for Legal Jesica McEachern — Signer Ron Gonzales — Approver Jannette Goodall — Signer Allison Tidwell — Form Filler Tim Shidal — Acceptor Needs to be notarized: ❑ YES n NO Action Required: ❑ As Requested ❑ For Your Information 0 Signature/Routing and/or Recording ❑ Comment ❑ File FOR CMO USE ONLY: Routing to CSO 0 YES ❑ NO EXPLANATION Attached is a Cooperative Purchase Agreement with Mythics, LLC utilizing an OMNIA Partners Cooperative Purchasing Agreement for the Oracle Java Software three-year licensing subscription services in an annual amount of $167,995.80 and a total contract amount of $503,987.40 for the Water Department. Please approve/sign the renewal letter via Adobe Sign. If you have any questions or concerns, please contact me or call Rob Bailey at (817) 392-8272. Tim Shidal Sr. IT Business Planner, Water IT Fort Worth Water Department 100 Fort Worth Trail Fort Worth, Texas 76102 (817) 392-2515 tim. shi dal (a,fortworthtexas. gov